A prototype of an ultrafast, automatic laser scanner microscope is under design. The instrument will be used to record high resolution images of preparations in clinical cytology--i.e., of cervical samples, bladder epithelium, materials from the hematopoietic system, and from tissue sections. The design specifications call for a spatial sampling of 0.5 microns, and the recording of 1.6 billion data points in about 60 seconds, i.e., a data rate of 64 MHz. The design calls for development of a novel type of scanner objective of high aperture and extremely large field. This has been accomplished, and design specifications for all subsystems, polygon scanner, laser source, autofocus, free floating carriage, sensor systems, and digital electronics are either being finalized or tested against alternatives at this time. During the next year subsystem components will be evaluated and a breadboard scanner will be assembled and tested.